WASHINGTON, DC 20549

                                    FORM 8-K

                            CURRENT REPORT PURSUANT
                         TO SECTION 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): April 26, 2007

                             AQUACELL TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                  1-16165                 33-0750453
------------------------------    -------------   ------------------------------
 (State or other jurisdiction      (Commission             (IRS Employer
      of incorporation)            File Number)         Identification No.)

           10410 Trademark Street, Rancho Cucamonga, CA          91730
          ----------------------------------------------      ----------
              (Address of principal executive offices)        (Zip Code)

                                  (909) 987-0456
               Registrant's telephone number, including area code

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

 [ ] Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

 [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

 [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

 [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(e))

ITEM 1.01.  Entry Into a Material Definitive Agreement.

       (a)  On April 26, 2007, the Registrant entered into a Definitive Stock
            Purchase Agreement with GPM, Inc. ("GPM") to acquire all the issued
            and outstanding shares of GPM for consideration of 6,250,000 shares
            of Registrant's common stock and up to $600,000 in payment of GPM

ITEM 9.01.  Financial Statements and Exhibits.

       (a)(4)  Financial Statements will be timely filed after completion of
               the above described transaction.

       (d)     Exhibits.

               (i)    Stock Purchase Agreement dated April 26, 2007.
               (ii)   Press Release dated April 26, 2007.


        Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            AQUACELL TECHNOLOGIES, INC.

Date: April 26, 2007                        By: /s/ Karen B. Laustsen
                                                    Karen B. Laustsen